Exhibit 10.41


 


 


FIRST
AMENDMENT TO

AMENDED AND RESTATED MASTER LEASE AGREEMENT

(LEASE NO. 3)


 


THIS
FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 3) (this “Amendment”) is made and
entered into as of August 1, 2008 by and among each of the parties
identified on the signature page hereof as a landlord, as landlord
(collectively, “Landlord”), and FIVE STAR QUALITY CARE
TRUST, a Maryland business trust, as tenant (“Tenant”).


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS, Landlord and Tenant are parties to
certain Amended and Restated Master Lease Agreement (Lease No. 3), dated
as of June 30, 2008 (“Lease No. 3”); and


 


WHEREAS, on or about the date hereof, SNH Somerford Properties Trust has
acquired two (2) senior living facilities located in Birmingham, Alabama,
as more particularly described on Exhibits A-35 and A-36
attached hereto (collectively, the “Alabama Properties”); and


 


WHEREAS, SNH Somerford Properties Trust, the other entities
comprising Landlord and Tenant wish to amend Lease No. 3 to add the
Alabama Properties thereto;


 


NOW,
THEREFORE, in
consideration of the mutual covenants herein contained and other good and
valuable consideration, the mutual receipt and legal sufficiency of which are
hereby acknowledged, Landlord and Tenant hereby agree that, effective as of the
date hereof, Lease No. 3 is hereby amended as follows:


 


1.             Defined Terms.  Article 1 of Lease No. 3
“Definitions” is amended as follows:


 


                (a)           Section 1.12(e) is hereby amended by inserting
the words “the adoption of any proposal by Tenant or any Guarantor or” at the
beginning thereof, by inserting the words “or approved, as the case may be,”
after the word “appointed” in the third line thereof and by inserting the words
“the making of such proposal or” after the words “prior to” in the fourth line
thereof.


 


                (b)  Section 1.65 of
Lease No. 3 is hereby deleted in its entirety and replaced with the
following:


 


 

















 


 


“Minimum
Rent”  shall mean the sum of Fifteen
Million Four Hundred Sixty-Six Thousand Five Hundred Seventy-One and 00/100s
($15,466,571.00) per
annum.


 


2.             Leased Property.  Section 2.1 of Lease No. 3 is
hereby amended by deleting subsection (a) in its entirety and replacing it
with the following:


 


those certain
tracts, pieces and parcels of land as more particularly described on Exhibits
A-1 through A-36 attached hereto and made a part hereof (the “Land”).


 


3.             Schedule 1.  Schedule 1 to Lease No. 3 is hereby
deleted in its entirety and replaced with Schedule 1 attached hereto.


 


4.             Exhibit A.  Exhibit A to Lease No. 3 is hereby
amended by adding Exhibits A-35 and A-36 attached hereto
following Exhibit A-34 to Lease No. 3.


 


5.             Ratification.  As amended hereby, Lease No. 3 is hereby
ratified and confirmed.


 


 


 


[SIGNATURE PAGE FOLLOWS]


 


 


 


 


 


 


 


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                IN WITNESS WHEREOF, the parties
have executed this Amendment as a sealed instrument as of the date above first
written.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  SNH SOMERFORD PROPERTIES TRUST,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  SPTIHS PROPERTIES TRUST, and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  SPTMNR PROPERTIES TRUST, each a

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Maryland real estate
  investment trust

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Richard A. Doyle

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Richard A. Doyle

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Treasurer and Chief Financial

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Officer of each of the

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  foregoing entities

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  FIVE STAR QUALITY CARE TRUST, a

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Maryland business trust

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Travis K. Smith

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Travis K. Smith

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
								



 


 

















 


The following Schedule and exhibits have been omitted
and will be Supplementally furnished to the Securities and Exchange Commission
upon request:


 


SCHEDULE I (Property -
Specific information)


EXHIBITS A-35 and A-36
(Land)